Governance overview

PROTECTIVE DEVICES

The protective devices consist of the possibility to issue preference shares. The authorized share capital provides for the issue of preference shares up to 100% of the issued ordinary share capital, therefor up to 50% of the share capital after issue.

The Company has granted a call option to the Foundation for the holding of preference shares Wereldhave [Stichting tot het houden van preferente aandelen Wereldhave].

The contract entails the right of the foundation to always take, if necessary in tranches, protective preference shares, up to a maximum of, after exercise, 50% of the issued share capital (minus one share). Both parties have the interim right to cancel the agreement.

The AGM held on April 23, 2014 has approved to maintain a temporary, non-permanent protection to make it possible to carefully consider the interests of all stakeholders, and allow time to give a good and balanced response, for example in case of a public or non-public or the announcement of an intention to make such a bid.

The objective of the foundation, in accordance with article 2 paragraph 1 of its articles of association, is to promote the interests of Wereldhave, of the companies affiliated to Wereldhave and all stakeholders, whereby the foundation also takes into account maintaining the independence, continuity and identity of the Company.

The Board of the Foundation comprises of Messrs. P. Bouw (Chairman), S. Perrick and R. de Jong. The foundation does not hold any shares in Wereldhave at present.

The Foundation agreed to call the option for preference shares in case a threatening situation occurs where a significant interest might come in the possession of legal entities or persons who possibly aim to acquire control over the Company without the involvement of the Board, without guarantees with respect to the independency and continuity of Wereldhave and its affiliates and without the possibility to safeguard the interests of employees, other stakeholders and other parties related to Wereldhave or the affiliated company, or without the real value of the Wereldhave shares being reflected in a take-over bid, or if power is exercised with the intention to amend the strategic policy which is determined by the Board and the Supervisory Board.

Wereldhave shall convene a general meeting of shareholders, to be held no later than twenty months after the preference shares have been issued for the first time. A resolution regarding the repurchase or withdrawal of the preference shares will be put on the agenda.

Following the issue and subsequent repurchase or withdrawal of the protective preference shares, the Company intends to discuss the protective devices with the General Meeting of Shareholders.

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